Administrative Measures on the Registration and Settlement of Securities (Revised in 2022)
Administrative Measures on the Registration and Settlement of Securities (Revised in 2022)
Administrative Measures on the Registration and Settlement of Securities (Revised in 2022)
Order of the China Securities Regulatory Commission No.197
May 20, 2022
The Administrative Measures on the Registration and Settlement of Securities, which were deliberated and adopted at the Fourth Executive Meeting of the China Securities Regulatory Commission in 2022 on May 6, 2022, are hereby issued and shall come into force as of June 20, 2022.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Attachment I: Administrative Measures on the Registration and Settlement of Securities (Revised in 2022)
(Issued by Order of the China Securities Regulatory Commission No.29 on April 7, 2006, amended for the first time in accordance with the Decision on Revising the Administrative Measures on the Registration and Settlement of Securities issued by the China Securities Regulatory Commission on November 20, 2009, amended for the second time in accordance with the Decision on Revising Seven Rules Including the Administrative Measures on the Registration and Settlement of Securities issued by the China Securities Regulatory Commission on December 7, 2017, amended for the third time in accordance with the Decision on Revising the Administrative Measures on the Registration and Settlement of Securities issued by the China Securities Regulatory Commission on August 15, 2018, and revised for the first time at the Fourth Executive Meeting of the China Securities Regulatory Commission on May 6, 2022)
Chapter I General Provisions
Article 1 In order to regulate the securities registration and settlement activities, protect the lawful rights and interests of investors, maintain the securities registration and settlement order, guard against the securities registration and settlement risks and safeguard the safe and efficient operation of the securities market, the Measures are formulated in accordance with the Securities Law, the Company Law and other laws and administrative regulations.
Article 2 The Measures shall apply to the registration and settlement of stocks, bonds, depository receipts, shares of securities investment funds, asset-backed securities and other securities, and securities derivatives (collectively the "securities") traded on stock exchanges and in other national securities trading venues approved by the State Council (collectively the "trading venues"). Securities may be in paper form, electronic bookkeeping form, or other forms prescribed by the China Securities Regulatory Commission (the "CSRC").
Where securities registration and settlement institutions are entrusted to handle the registration and settlement business of securities that are not traded in securities trading venues, securities registration and settlement institutions shall comply with the Measures in the handling.
If there are separate provisions in laws and administrative regulations or those of the CSRC about the registration and settlement business concerning foreign capital stocks listed in China, depository receipts and transaction connection between mainland and Hong Kong stock markets, such provisions shall prevail.
Article 3 The principles of openness, fairness, equity, safety and efficiency shall be followed in the securities registration and settlement activities.
Article 4 Securities registration and settlement institutions provide centralized registration, depository and settlement services for securities trading on a non-profit basis, and are registered in accordance with the law with legal personality.
Securities registration and settlement business shall be governed by the method of nationally centralized and unified operations, and be dealt with in the form of centralized and unified processing by securities registration and settlement institutions.
Securities registration and settlement institutions shall carry out the industrial self-discipline management and adopt self-discipline management measures for participants in the securities registration and settlement business in accordance with business rules.
Article 5 Participants in the securities registration and settlement business and their related business activities shall be subject to laws, administrative regulations, the provisions of the CSRC and the business rules formulated by securities registration and settlement institutions in accordance with the law.
Article 6 Securities registration and settlement institutions shall establish Party organizations in accordance with the Constitution of the Communist Party of China to play a leading role, set the direction, manage the overall situation, ensure implementation, discuss and decide on major matters of securities registration and settlement institutions in accordance with provisions, and ensure the supervision of the full implementation of the principles and policies of the Party and the State in securities registration and settlement institutions.
Article 7 The CSRC shall supervise and administer securities registration and settlement institutions as well as securities registration and settlement activities in accordance with the law, and assess and inspect securities registration and settlement institutions.
Chapter II Securities Registration and Settlement Institutions
Article 8 The establishment and dissolution of securities registration and settlement institutions shall be subject to the approval of the CSRC.
Article 9 A securities registration and settlement institution shall perform the following functions:
(1) the establishment and management of securities accounts and settlement accounts;
(2) the deposit and transfer of securities;
(3) the registration of the roster of securities holders as well as the registration of their rights and interests;
(4) the liquidation and delivery of securities and capital as well as the relevant management;
(5) the distribution of securities rights and interests and other business handling upon the strength of the entrustment of securities issuers;
(6) providing the enquiry, information, consultancy and training services relating to securities registration and settlement business in accordance with the law;
(7) acting as the depositary party of the depositary receipt in accordance with the law; and
(8) other business as approved by the CSRC.
Article 10 A securities registration and settlement institution shall not carry out any of the following activities:
(1) investments that are irrelevant to the securities registration and settlement business;
(2) purchase of non-self-use real estate;
(3) purchase or selling of securities not under Article 70 or 71 of the Measures; or
(4) other activities as prohibited by laws, administrative regulations or the CSRC.
Article 11 The following matters of a securities registration and settlement institution shall be reported to the CSRC for approval:
(1) the formulation or revision of the articles of association or business rules;
(2) the appointment or removal of the chairman or deputy chairman of the board of directors, the chairman of the board of supervisors, the general manager or deputy general manager; or
(3) other matters that shall be reported to the CSRC for approval in accordance with the law.
Business rules as mentioned in Item 1 of the preceding paragraph mean the rules concerning securities registration and settlement business, such as the management of securities accounts, securities registration, securities custody and depository, securities settlement, management of settlement participants and self-discipline management of securities registration and settlement institutions.
Article 12 The following matters and documents of a securities registration and settlement institution shall be reported to the CSRC:
(1) the detailed rules for business operations;
(2) the formulation or alteration of the business management rules, the business resumption plans and the emergency handling procedures;
(3) the handling of the registration and settlement business related to new securities varieties or the alteration of the modes for registration and settlement business;
(4) the acquisition or deprivation of the qualifications of settlement participants or settlement banks;
(5) the discovery of significant business risks or technical risks, significant illegal or irregular acts, or involvement in significant lawsuits;
(6) annual work reports on the relevant business operations or the implementation of the relevant state provisions;
(7) annual financial reports audited by an accountant firm, schemes on financial budgets and final accounts, projects with large expenses, and the hiring or replacement of accountant firms;
(8) the main business cooperation agreements reached with securities trading venues, and the sample formats of main business agreements reached with securities issuers, settlement participants and settlement banks;
(9) important international cooperation and communication activities or important affairs related to Hong Kong, Macao or Taiwan;
(10) the formulation or adjustment of the main charging items or rates related to securities registration and settlement; and
(11) other matters and documents that the CSRC requires to be reported.
Article 13 A securities registration and settlement institution shall properly keep the original vouchers as well as the relevant documents and materials concerning the registration, deposit and settlement, which shall be kept for not less than 20 years.
Article 14 A securities registration and settlement institution shall exclusively manage data and materials relating to the securities registration and settlement business prepared by it; without the consent of the securities registration and settlement institution, no organization or individual may use the data and materials under exclusive management for any commercial purpose.
Article 15 A securities registration and settlement institution and its staff members shall keep confidential the information on investors and the data and materials related to securities registration and settlement business in accordance with the law.
A securities registration and settlement institution shall refuse any enquiry about the information on investors and the data and materials related to securities registration and settlement business, except for the following circumstances:
(1) the securities holder enquires about his or its own securities materials;
(2) the securities pledgee enquires about his or its own pledged securities;
(3) the securities issuer enquires about the roster of securities holders and the relevant materials;
(4) the securities trading venue, the China Financial Futures Exchange or the investor protection institution established in accordance with laws, administrative regulations or provisions of the CSRC requires the securities registration and settlement institution to provide the relevant data and materials in order to perform its functions in accordance with the law; or
(5) the supervisory commission, the people's court, the people's procuratorate, the public security authority or the CSRC inquires or obtains evidence in light of the statutory conditions and procedures.
A securities registration and settlement institution shall take effective measures to facilitate the securities holders' enquiry about the holding records concerning their own securities.
Article 16 A securities registration and settlement institution shall make public its business rules, and the main charging items and rates related to securities registration and settlement business.
If a securities registration and settlement institution formulates or revises its business rules, or adjusts the main charging items or rates related to securities registration and settlement, it shall solicit the opinions of the relevant market participants.
Article 17 The staff members of securities registration and settlement institutions shall be dedicated to their posts, and deal with affairs in accordance with the law, and shall not seek unjustifiable interests by taking advantage of their posts or divulge the business secrets of the relevant entities or individuals that they have come to know.
If a securities registration and settlement institution violates the Securities Law or the Measures, the CSRC shall impose on it an administrative punishment in accordance with the law; and the principal and other persons who are directly responsible shall be subjected to administrative punishments in accordance with the law.
Chapter III Management of Securities Accounts
Article 18 An investor shall hold securities through his or its securities accounts, which shall be used for recording the balance of securities held by the investor as well as the information on the change of securities.
Article 19 Securities shall be recorded in the securities accounts of securities holders themselves; however, if any laws and administrative regulations or the CSRC prescribe that securities may be recorded in the securities accounts of nominal holders, such provisions shall prevail.
In order to perform their duties in accordance with the law, a securities registration and settlement institution may require a nominal holder to provide the relevant materials about the owners of securities rights and interests in its name, and the nominal holder shall ensure that the information provided by it is true, accurate and complete.
Article 20 An investor shall open securities accounts in his or its real name at a securities registration and settlement institution.
For the purpose of the preceding paragraph, the investor shall refer to a Chinese citizen, legal person, or partnership enterprise, eligible foreigner or any other investor provided for by laws, administrative regulations and the rules of the CSRC.
The specific measures for a foreigner to apply to open a securities account shall be drafted by a securities registration and settlement institution and submitted to the CSRC for approval.
When applying to open a securities account, an investor shall ensure that the materials that he/it submits to open the account are true, accurate and integral.
Article 21 A securities registration and settlement institution may open securities accounts for investors directly or by entrusting securities companies.
A securities registration and settlement institution shall follow the principles of facilitating investors and optimizing the allocation of account resources when opening securities accounts for investors.
Article 22 Where a securities company opens a securities account on commission, it shall apply to a securities registration and settlement institution for the acting qualification for opening accounts.
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Order of the China Securities Regulatory Commission No.197
May 20, 2022
The Administrative Measures on the Registration and Settlement of Securities, which were deliberated and adopted at the Fourth Executive Meeting of the China Securities Regulatory Commission in 2022 on May 6, 2022, are hereby issued and shall come into force as of June 20, 2022.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Attachment I: Administrative Measures on the Registration and Settlement of Securities (Revised in 2022)
(Issued by Order of the China Securities Regulatory Commission No.29 on April 7, 2006, amended for the first time in accordance with the Decision on Revising the Administrative Measures on the Registration and Settlement of Securities issued by the China Securities Regulatory Commission on November 20, 2009, amended for the second time in accordance with the Decision on Revising Seven Rules Including the Administrative Measures on the Registration and Settlement of Securities issued by the China Securities Regulatory Commission on December 7, 2017, amended for the third time in accordance with the Decision on Revising the Administrative Measures on the Registration and Settlement of Securities issued by the China Securities Regulatory Commission on August 15, 2018, and revised for the first time at the Fourth Executive Meeting of the China Securities Regulatory Commission on May 6, 2022)
Chapter I General Provisions
Article 1 In order to regulate the securities registration and settlement activities, protect the lawful rights and interests of investors, maintain the securities registration and settlement order, guard against the securities registration and settlement risks and safeguard the safe and efficient operation of the securities market, the Measures are formulated in accordance with the Securities Law, the Company Law and other laws and administrative regulations.
Article 2 The Measures shall apply to the registration and settlement of stocks, bonds, depository receipts, shares of securities investment funds, asset-backed securities and other securities, and securities derivatives (collectively the "securities") traded on stock exchanges and in other national securities trading venues approved by the State Council (collectively the "trading venues"). Securities may be in paper form, electronic bookkeeping form, or other forms prescribed by the China Securities Regulatory Commission (the "CSRC").
Where securities registration and settlement institutions are entrusted to handle the registration and settlement business of securities that are not traded in securities trading venues, securities registration and settlement institutions shall comply with the Measures in the handling.
If there are separate provisions in laws and administrative regulations or those of the CSRC about the registration and settlement business concerning foreign capital stocks listed in China, depository receipts and transaction connection between mainland and Hong Kong stock markets, such provisions shall prevail.
Article 3 The principles of openness, fairness, equity, safety and efficiency shall be followed in the securities registration and settlement activities.
Article 4 Securities registration and settlement institutions provide centralized registration, depository and settlement services for securities trading on a non-profit basis, and are registered in accordance with the law with legal personality.
Securities registration and settlement business shall be governed by the method of nationally centralized and unified operations, and be dealt with in the form of centralized and unified processing by securities registration and settlement institutions.
Securities registration and settlement institutions shall carry out the industrial self-discipline management and adopt self-discipline management measures for participants in the securities registration and settlement business in accordance with business rules.
Article 5 Participants in the securities registration and settlement business and their related business activities shall be subject to laws, administrative regulations, the provisions of the CSRC and the business rules formulated by securities registration and settlement institutions in accordance with the law.
Article 6 Securities registration and settlement institutions shall establish Party organizations in accordance with the Constitution of the Communist Party of China to play a leading role, set the direction, manage the overall situation, ensure implementation, discuss and decide on major matters of securities registration and settlement institutions in accordance with provisions, and ensure the supervision of the full implementation of the principles and policies of the Party and the State in securities registration and settlement institutions.
Article 7 The CSRC shall supervise and administer securities registration and settlement institutions as well as securities registration and settlement activities in accordance with the law, and assess and inspect securities registration and settlement institutions.
Chapter II Securities Registration and Settlement Institutions
Article 8 The establishment and dissolution of securities registration and settlement institutions shall be subject to the approval of the CSRC.
Article 9 A securities registration and settlement institution shall perform the following functions:
(1) the establishment and management of securities accounts and settlement accounts;
(2) the deposit and transfer of securities;
(3) the registration of the roster of securities holders as well as the registration of their rights and interests;
(4) the liquidation and delivery of securities and capital as well as the relevant management;
(5) the distribution of securities rights and interests and other business handling upon the strength of the entrustment of securities issuers;
(6) providing the enquiry, information, consultancy and training services relating to securities registration and settlement business in accordance with the law;
(7) acting as the depositary party of the depositary receipt in accordance with the law; and
(8) other business as approved by the CSRC.
Article 10 A securities registration and settlement institution shall not carry out any of the following activities:
(1) investments that are irrelevant to the securities registration and settlement business;
(2) purchase of non-self-use real estate;
(3) purchase or selling of securities not under Article 70 or 71 of the Measures; or
(4) other activities as prohibited by laws, administrative regulations or the CSRC.
Article 11 The following matters of a securities registration and settlement institution shall be reported to the CSRC for approval:
(1) the formulation or revision of the articles of association or business rules;
(2) the appointment or removal of the chairman or deputy chairman of the board of directors, the chairman of the board of supervisors, the general manager or deputy general manager; or
(3) other matters that shall be reported to the CSRC for approval in accordance with the law.
Business rules as mentioned in Item 1 of the preceding paragraph mean the rules concerning securities registration and settlement business, such as the management of securities accounts, securities registration, securities custody and depository, securities settlement, management of settlement participants and self-discipline management of securities registration and settlement institutions.
Article 12 The following matters and documents of a securities registration and settlement institution shall be reported to the CSRC:
(1) the detailed rules for business operations;
(2) the formulation or alteration of the business management rules, the business resumption plans and the emergency handling procedures;
(3) the handling of the registration and settlement business related to new securities varieties or the alteration of the modes for registration and settlement business;
(4) the acquisition or deprivation of the qualifications of settlement participants or settlement banks;
(5) the discovery of significant business risks or technical risks, significant illegal or irregular acts, or involvement in significant lawsuits;
(6) annual work reports on the relevant business operations or the implementation of the relevant state provisions;
(7) annual financial reports audited by an accountant firm, schemes on financial budgets and final accounts, projects with large expenses, and the hiring or replacement of accountant firms;
(8) the main business cooperation agreements reached with securities trading venues, and the sample formats of main business agreements reached with securities issuers, settlement participants and settlement banks;
(9) important international cooperation and communication activities or important affairs related to Hong Kong, Macao or Taiwan;
(10) the formulation or adjustment of the main charging items or rates related to securities registration and settlement; and
(11) other matters and documents that the CSRC requires to be reported.
Article 13 A securities registration and settlement institution shall properly keep the original vouchers as well as the relevant documents and materials concerning the registration, deposit and settlement, which shall be kept for not less than 20 years.
Article 14 A securities registration and settlement institution shall exclusively manage data and materials relating to the securities registration and settlement business prepared by it; without the consent of the securities registration and settlement institution, no organization or individual may use the data and materials under exclusive management for any commercial purpose.
Article 15 A securities registration and settlement institution and its staff members shall keep confidential the information on investors and the data and materials related to securities registration and settlement business in accordance with the law.
A securities registration and settlement institution shall refuse any enquiry about the information on investors and the data and materials related to securities registration and settlement business, except for the following circumstances:
(1) the securities holder enquires about his or its own securities materials;
(2) the securities pledgee enquires about his or its own pledged securities;
(3) the securities issuer enquires about the roster of securities holders and the relevant materials;
(4) the securities trading venue, the China Financial Futures Exchange or the investor protection institution established in accordance with laws, administrative regulations or provisions of the CSRC requires the securities registration and settlement institution to provide the relevant data and materials in order to perform its functions in accordance with the law; or
(5) the supervisory commission, the people's court, the people's procuratorate, the public security authority or the CSRC inquires or obtains evidence in light of the statutory conditions and procedures.
A securities registration and settlement institution shall take effective measures to facilitate the securities holders' enquiry about the holding records concerning their own securities.
Article 16 A securities registration and settlement institution shall make public its business rules, and the main charging items and rates related to securities registration and settlement business.
If a securities registration and settlement institution formulates or revises its business rules, or adjusts the main charging items or rates related to securities registration and settlement, it shall solicit the opinions of the relevant market participants.
Article 17 The staff members of securities registration and settlement institutions shall be dedicated to their posts, and deal with affairs in accordance with the law, and shall not seek unjustifiable interests by taking advantage of their posts or divulge the business secrets of the relevant entities or individuals that they have come to know.
If a securities registration and settlement institution violates the Securities Law or the Measures, the CSRC shall impose on it an administrative punishment in accordance with the law; and the principal and other persons who are directly responsible shall be subjected to administrative punishments in accordance with the law.
Chapter III Management of Securities Accounts
Article 18 An investor shall hold securities through his or its securities accounts, which shall be used for recording the balance of securities held by the investor as well as the information on the change of securities.
Article 19 Securities shall be recorded in the securities accounts of securities holders themselves; however, if any laws and administrative regulations or the CSRC prescribe that securities may be recorded in the securities accounts of nominal holders, such provisions shall prevail.
In order to perform their duties in accordance with the law, a securities registration and settlement institution may require a nominal holder to provide the relevant materials about the owners of securities rights and interests in its name, and the nominal holder shall ensure that the information provided by it is true, accurate and complete.
Article 20 An investor shall open securities accounts in his or its real name at a securities registration and settlement institution.
For the purpose of the preceding paragraph, the investor shall refer to a Chinese citizen, legal person, or partnership enterprise, eligible foreigner or any other investor provided for by laws, administrative regulations and the rules of the CSRC.
The specific measures for a foreigner to apply to open a securities account shall be drafted by a securities registration and settlement institution and submitted to the CSRC for approval.
When applying to open a securities account, an investor shall ensure that the materials that he/it submits to open the account are true, accurate and integral.
Article 21 A securities registration and settlement institution may open securities accounts for investors directly or by entrusting securities companies.
A securities registration and settlement institution shall follow the principles of facilitating investors and optimizing the allocation of account resources when opening securities accounts for investors.
Article 22 Where a securities company opens a securities account on commission, it shall apply to a securities registration and settlement institution for the acting qualification for opening accounts.
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